ANNUAL
REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For
the Fiscal Year Ended December 31, 2019

[ ]

TRANSITION
REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For
the transition period from
to

Commission
File No. 1-32955

HOUSTON
AMERICAN ENERGY CORP.

(Exact
name of registrant specified in its charter)

Delaware

76-0675953

(State
or other jurisdiction of

incorporation
or organization)

(I.R.S.
Employer

Identification
No.)

801
Travis Street, Suite 1425, Houston, Texas 77002

(Address
of principal executive offices)(Zip code)

Issuer’s
telephone number, including area code: (713) 222-6966

Securities
registered pursuant to Section 12(b) of the Act:

Title
of each class

Trading
Symbol

Name
of each exchange on which each is registered

Common
Stock, $0.001 par value

HUSA

NYSE
American

Securities
registered pursuant to Section 12(g) of the Act:

None

(Title
of Class)

Indicate
by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes [ ] No [X]

Indicate
by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Exchange Act. Yes [ ] No
[X]

Indicate
by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities
Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such
reports); and (2) has been subject to such filing requirements for the past 90 days. Yes [X] No [ ]

Indicate
by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant
to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that
the registrant was required to submit such files). Yes [X] No [ ]

Indicate
by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting
company or an emerging growth company. See definition of “accelerated filer,” “large accelerated filer,”
“smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large
accelerated filer

[ ]

Accelerated
filer

[ ]

Non-accelerated
filer

[X]

Smaller
reporting company

[X]

Emerging
growth company

[ ]

If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for
complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [ ]

Indicate
by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes [ ] No [X]

The
aggregate market value of the voting and non-voting common equity held by non-affiliates of the registrant on June 28, 2019, based
on the closing sales price of the registrant’s common stock on that date, was approximately $10.6 million. Shares of common
stock held by each current executive officer and director and by each person known by the registrant to own 10% or more of the
outstanding common stock have been excluded from this computation in that such persons may be deemed to be affiliates.

The
number of shares of the registrant’s common stock, $0.001 par value, outstanding as of March 27, 2020 was 87,007,145.

DOCUMENTS
INCORPORATED BY REFERENCE

None.

Explanatory
Note

This
Amendment No. 1 on Form 10-K/A (this “Amendment”) amends the Annual Report on Form 10-K of Houston American Energy
Corp. (the “Company”) for the year ended December 31, 2019, originally filed with the U.S. Securities and Exchange
Commission (“SEC”) on March 30, 2020 (the “Original Filing”).

This
Amendment is being filed for the purpose of providing the information required by Items 10 through 14 of Part III of the Annual
Report on Form 10-K. This information was previously omitted from the Original Filing in reliance on General Instruction G(3)
to the Annual Report on Form 10-K, which permits the above-referenced Items to be incorporated in the Annual Report on Form 10-K
by reference from a definitive proxy statement, if such definitive proxy statement is filed no later than 120 days after December
31, 2019. At this time, the Company is filing this Amendment to include Part III information in its Annual Report on Form 10-K
because the Company does not intend to file a definitive proxy statement within 120 days of December 31, 2019.

In
accordance with Rule 12b-15 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), Items 10 through
14 of Part III of the Original Filing are hereby amended and restated in their entirety. In addition, pursuant to Rule 12b-15
under the Exchange Act, the Company is including Item 15 of Part IV with this Amendment, solely to file the certification required
under Section 302 of the Sarbanes-Oxley Act of 2002.

Except
as described above or as otherwise expressly provided by the terms of this Amendment, no other changes have been made to the Original
Filing. Except as otherwise indicated herein, this Amendment continues to speak as of the date of the Original Filing, and the
Company has not updated the disclosures contained therein to reflect any events that occurred subsequent to the date of the Original
Filing.

James
Schoonover, age 63, has served as a member of our board of directors since April 2018. Since June 2018, Mr. Schoonover has
served as our President and CEO. From 2016 to June 2018, Mr. Schoonover served as Chief Operating Officer of Encompass Compliance
Corporation, an OTC Market traded company providing compliance and risk mitigation services to U.S. employers. Previously, from
February 2014 to July 2015, Mr. Schoonover served as National Sales Director for Cordant Health Services, a consolidator of independent
toxicology laboratories, and, from 1998 to December 2012, as Chief Marketing Officer of MedTox Scientific, Inc., a Nasdaq-listed
provider of specialized laboratory testing services and on-site/point-of-collection testing devices. From 2012 to 2017, Mr. Schoonover
served as Chairman of the Board of H2O For Life, a non-profit organization focused on service-learning opportunities for students.
Mr. Schoonover holds a B.A. degree from Cornell University and an MBA from the University of St. Thomas.

R.
Keith Grimes, age 63, has served as a member of our board of directors since 2012. Since 2008, Mr. Grimes has served in various
senior executive capacities at Sierra Hamilton LLC and its predecessor, Hamilton Engineering, LLC. Sierra Hamilton is an international
service provider to oil and gas exploration and production companies offering specialized technical consulting and E&P technology
to operators worldwide. Mr. Grimes has served as President of Sierra Hamilton since 2019. Previously, Mr. Grimes managed all eastern
hemisphere operations of Expro Group, an Aberdeen, Scotland based global well testing and subsea engineering company, and served
in numerous leadership roles with Halliburton for 20 years. Mr. Grimes holds a B.S. degree in Petroleum Engineering from Texas
Tech University.

Stephen
Hartzell, age 66, has served as a member of our board of directors since 2005. Mr. Hartzell is the owner and President of
S.P. Hartzell, Inc., a professional independent consulting exploration geology firm, and is an owner operator of Southern Star
Exploration, LLC, an independent oil and gas company. From 1978 to 1986, Mr. Hartzell served as a petroleum geologist, division
geologist and senior geologist with Amoco Production Company, Tesoro Petroleum Corporation, Moore McCormack Energy and American
Hunter Exploration. Mr. Hartzell received his B.S. in Geology from Western Illinois University and an M.S. in Geology from Northern
Illinois University.

Executive
Officers

James
Schoonover, our President and CEO, is our sole executive officer. Mr. Schoonover’s biographical information is set forth
above under “Directors.”

Family
Relationships

There
are no family relationships among the executive officers and directors. Each of the executive officers serves at the discretion
of the Board.

Code
of Conduct and Ethics

We
have adopted a written code of conduct and ethics that applies to all our directors, officers and employees, including our chief
executive officer and our chief financial and accounting officer. Additionally, we have adopted a separate written code of conduct
and ethics that applies specifically to our Chief Executive Officer and our senior financial officers. A current copy of our code
of conduct can be found on our website at www.houstonamerican.com/corporategovernance.html. In addition, we intend to post
on our website or file under cover of Form 8-K all disclosures that are required by law or NYSE American listing standards concerning
any amendments to, or waivers from, any provision of the code.

Audit
Committee and Audit Committee Financial Expert

We
have a separately designated standing audit committee. The members of the audit committee, as of the date of this report, are
Keith Grimes and Steve Hartzell. Our board of directors has determined that Mr. Grimes qualifies as an “audit committee
financial expert” and is independent.

3

Item
11. Executive Compensation

Summary
Executive Compensation Table

The
following table includes information concerning compensation for the two years ended December 31, 2019 for our CEO (the “Named
Executive Officer”), being our only executive officer during the latest year:

Name and Principal Position

Year

Salary ($)

Bonus ($)

Stock Awards ($)

Option Awards ($)(3)

Non-Equity Incentive Plan Compensation ($)

All Other Compensation ($)

Total
($)

James Schoonover, CEO(1)(2)

2019

—

—

—

91,165

—

—

91,165

2018

—

—

—

—

—

—

—

John P. Boylan, CEO (1)

2018

139,167

—

—

250,000

—

—

389,667

(1)

Mr.
Boylan was terminated, and Mr. Schoonover was appointed, as our Chief Executive Officer and President in June 2018.

(2)

Mr.
Schoonover received no cash compensation during 2018 or 2019 in his capacity as Chief Executive Officer and President. See
“Director Compensation Table” below regarding compensation paid to Mr. Schoonover in his capacity as a director.

(3)

The
amounts included in the Option Awards” column reflects the grant date fair value calculated in accordance with FASB
ASC Topic 718. The Company’s FASB ASC Topic 718 assumptions used in these calculations are set forth in Note 8 to the
Financial Statements included in the company’s annual report on Form 10-K filed with the SEC on March 30, 2020.

Outstanding
Equity Awards at Fiscal Year-End

The
following table includes certain information with respect to unexercised options previously awarded to the Named Executive Officers
at December 31, 2019.

Option Awards

Stock Awards

Name

Grant Date

Number of Securities Underlying Unexercised Options Exercisable

Number of Securities Underlying Unexercised Options Unexercisable

Option Exercise Price

Option Expiration Date

Number of Shares or Units of Stock That Have Not Vested

Market Value of Shares or Units of Stock That Have Not Vested

James Schoonover

06/13/19

—

500,000

$

0.2165

06/13/29

—

$

—

06/05/18

50,000

—

0.2425

06/05/28

—

—

04/13/18

8,333

—

0.267

04/13/28

—

—

Employment
Arrangements

James
Schoonover was appointed a director of the Company in April 2018 and Chief Executive Officer and President in June 2018. Mr. Schoonover
does not have an employment agreement with the company. Mr. Schoonover presently receives cash compensation equivalent to that
he was receiving as a non-employee director prior to his appointment as Chief Executive Officer and President and receives periodic
option grants as determined by our Compensation Committee. Otherwise, Mr. Schoonover does not presently receive any separate compensation
for service as Chief Executive Officer and President.

Equity
Incentive Plans

Our
board of directors and shareholders have adopted the Houston American Energy Corp. 2008 Equity Incentive Plan (the “2008
Plan”) and the Houston American Energy Corp. 2017 Equity Incentive Plan (the “2017 Plan” and, together with
the 2008 Plan, the “Plans”). 6,000,000 shares and 5,000,000 shares, respectively, of common stock are reserved for
issuance pursuant to grants of stock options and restricted stock under the 2008 and 2017 Plans. The 2008 Plan has expired and
no new option grants may be made under that plan although options granted under the 2008 Plan remain outstanding and exercisable.
The Plans are administered by our Compensation Committee and provide that key employees, consultants and directors are eligible
to participate therein.

4

During
2019, we granted options to purchase 500,000 shares to James Schoonover, our Chief Executive Officer. Those options were exercisable
for ten years at $0.2165 per share, the market price on the grant date, and vest in full on the first anniversary of the grant
date. No other stock option grants were made to named executive officers during 2019.

Termination
or Change in Control Payments

We
are party to a Change in Control Agreement (the “Change in Control Agreement”) with our former President and Chief
Executive Officer, John Terwilliger, who continues as an employee. Pursuant to the Change in Control Agreement, if we undergo
a change in control and Mr. Terwilliger is terminated without cause or resigns for good reason within 90 days prior to or within
12 months following a change in control, Mr. Terwilliger is entitled to (i) a lump sum cash severance payment equal to 250% of
his average annual cash compensation (including salary and bonuses) during the three years ending on the termination date, and
(ii) acceleration of vesting of all unvested time-based stock options.

Pension
Benefits

We
do not maintain any retirement plans or otherwise provide any retirement benefits of any nature for our executives or employees.

Director
Compensation Table

The
following table provides compensation information for the year ended December 31, 2019 for each member of our Board of Directors:

Name

Fees
Earned or Paid in Cash
($)

Stock Awards

($)

Option Awards

($) (1)(2)

Non-Equity Incentive Plan Compensation ($)

All Other Compensation

($)

Total

($)

Stephen Hartzell

18,750

—

9,116

—

—

27,866

Keith Grimes

18,750

—

9,116

—

—

27,866

James Schoonover

18,750

—

—

—

—

18,750

(1)

Reflects
the grant date fair value calculated in accordance with FASB ASC Topic 718. The Company’s FASB ASC Topic 718 assumptions
used in these calculations are set forth in Note 8 to the Financial Statements included in the Company’s annual report
on Form 10-K filed with the SEC on March 30, 2020.

(2)

The
following are the aggregate number of option awards outstanding that have been granted to each of our non-employee directors
as of December 31, 2019, the last day of the 2019 fiscal year: Mr. Hartzell: 625,000; and Mr. Grimes: 500,000.

Standard
Director Compensation Arrangements

We
compensate non-employee members of the board through a mixture of cash and equity-based compensation. Cash compensation arrangements
for our non-employee directors consist of the following payments: (i) annual retainer of $9,000; (ii) annual retainer for service
on each board committee of $3,000; (iii) annual retainer for service as chair of the audit committee of $3,750; and (iv) annual
retainer for service as chair of the compensation committee of $3,750. Each of the annual retainers is payable in equal quarterly
installments. We also reimburse expenses incurred by non-employee directors to attend board and committee meetings.

On
the date of the initial appointment or election of each non-employee director, and on the date of each annual meeting thereafter,
each non-employee director receives a stock option grant to purchase 50,000 shares (pro-rated if appointment or election is other
than at an annual meeting of stockholders) of our common stock at a price equal to the fair market value of our common stock on
the date of grant. Option grants to directors vest 20% on the date of grant and 80% nine months from the date of grant.

5

Upon
Mr. Schoonover’s appointment as Chief Executive Officer and President, in lieu of compensation in such capacity, the company
continues to pay to Mr. Schoonover cash compensation in an amount equal to his board compensation prior to such appointment. Otherwise,
directors who are also our employees do not receive cash or equity compensation for service on the board in addition to compensation
payable for their service as employees of Houston American Energy.

The
table below shows the number of our shares of common stock beneficially owned as of April 13, 2020 by:

●

each
person or group known by us to beneficially own more than 5% of our outstanding common stock;

●

each
director and nominee for director;

●

each
executive officer named in the Summary Compensation Table under the heading “Executive Compensation” below; and

●

all
of our current directors and executive officers of the company as a group.

The
number of shares beneficially owned by each 5% holder, director or executive officer is determined by the rules of the SEC, and
the information does not necessarily indicate beneficial ownership for any other purpose. Under such rules, beneficial ownership
includes any shares over which the person or entity has sole or shared voting power or investment power and also any shares that
the person or entity can acquire within 60 days of April 13, 2020 through the exercise of any stock option or other right. For
purposes of computing the percentage of outstanding shares of common stock held by each person or entity, any shares that the
person or entity has the right to acquire within 60 days after April 13, 2020 are deemed to be outstanding with respect to such
person or entity but are not deemed to be outstanding for the purpose of computing the percentage of ownership of any other person
or entity. Unless otherwise indicated, each person or entity has sole investment and voting power (or shares such power with his
or her spouse) over the shares set forth in the following table. The inclusion in the table below of any shares deemed beneficially
owned does not constitute an admission of beneficial ownership of those shares. As of April 13, 2020, there were 87,007,145 shares
of common stock issued and outstanding.

Name and Address of Beneficial Owner

Shares of Common Stock Beneficially Owned

Percentage of Common Stock Outstanding

John Terwilliger(1)

12,377,585

(3)

13.6

%

James Schoonover(2)*

4,162,249

(4)

4.7

%

Stephen Hartzell*

681,000

(5)

†

Keith Grimes*

655,000

(6)

†

All current directors and executive officers as a group (3 persons)

5,498,249

(7)

6.1

%

*

Director
of our company

†

Less
than 1% of the shares of total common stock outstanding as of April 13, 2020.

In
September 2019, we issued promissory notes (the “Bridge Loan Notes”) with a total principal amount of $621,052, an
original issue discount of 5%, warrants (the “Bridge Loan Warrants”) to purchase 1,180,000 shares of common stock,
and a term of 120 days to James Schoonover, our Chief Executive Officer and a director, and John Terwilliger, a 10% shareholder.
Net proceeds received for the Bridge Loan Notes and Warrants totaled $590,000.

The
Bridge Loan Notes were unsecured obligations bearing interest at 12.0% per annum and payable interest only on the last day of
each calendar month with any unpaid principal and accrued interest being payable in full on January 16, 2020.

The
Bridge Loan Notes were subject to mandatory prepayment from and to the extent of (i) 100% of net proceeds we received from any
sales, for cash, of equity or debt securities (other than Bridge Loan Notes), (ii) 100% of net proceeds we received from the sale
of assets (other than sales in the ordinary course of business); and (iii) 75% of net proceeds we received from the sale of oil
and gas produced from our Hockley County, Texas properties. Additionally, we had the option to prepay the Bridge Loan Notes, at
our sole election, without penalty. The holders of the Bridge Loan Notes waived mandatory prepayment at the end of each month
during 2019.

During
2019, interest expense paid in cash totaled $21,439. As of December 31, 2019, we owed $621,052 under the Bridge Loan Notes and
$0 of accrued interest. The Bridge Loan Notes were repaid in full in January 2020.

OID
Promissory Note

In
October 2019, we issued a promissory note (the “OID Note”) with a principal amount of $100,000 and an original issue
discount of 10% to John Terwilliger, a 10% shareholder. Net proceeds received for the OID Note totaled $90,000.

The
OID Note was an unsecured obligation bearing interest at 0% per annum and payable from any and all of our cash receipts, with
any unpaid principal and accrued interest being payable in full on October 31, 2019. The OID Note was repaid in full as of October
31, 2019.

Item
14. Principal Accounting Fees and Services

Independent
Registered Public Accounting Firm Fees

The
following table summarizes the fees of Marcum LLP, our registered public accounting firm in 2018 and 2019, respectively, billed
to us for each of the last two fiscal years:

Fee Category

FY 2018

FY 2019

Audit Fees (1)

$

66,570

$

77,250

Audit-Related Fees

13,800

11,500

Tax Fees

—

—

All Other Fees

—

—

Total Fees

$

80,370

$

88,750

(1)

Audit
fees consist of fees for the audit of our financial statements, the review of the interim financial statements included in
our Quarterly Reports on Form 10-Q, and other professional services provided in connection with statutory and regulatory filings
or engagements.

All
fees set forth in the table above were approved by our audit committee.

7

Pre-Approval
Policies and Procedures

The
audit committee has adopted policies and procedures relating to the approval of all audit and non-audit services that are to be
performed by our registered public accounting firm. This policy generally provides that we will not engage our registered public
accounting firm to render audit or non-audit services unless the service is specifically approved in advance by the audit committee
or the engagement is entered into pursuant to one of the pre-approval procedures described below.

From
time to time, the audit committee may pre-approve specific types of services that are expected to be provided by our registered
public accounting firm during the next 12 months. Any such pre-approval is detailed as to the particular services to be provided
and is also generally subject to a maximum dollar amount.

The
committee’s practice is to consider for approval, at its regularly scheduled quarterly meetings, all audit and non-audit
services proposed to be provided by our registered public accounting firm. In situations where a matter cannot wait until the
next regularly scheduled committee meeting, the chairman of the committee has been delegated authority to consider and, if appropriate,
approve audit and non-audit services or, if in the chairman’s judgment it is considered appropriate, to call a special meeting
of the committee for that purpose.

8

PART
IV

Item
15. Exhibits and Financial Statement Schedules

1.

Financial
statements. See “Index to Financial Statements” on page F-1.

Pursuant
to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report
to be signed on its behalf by the undersigned, thereunto duly authorized.